Recently, UUVs (unmanned underwater vehicles) have increasingly been applied in various science and engineering applications. In-water inspection, which used to be performed by human divers, is a potential application for UUVs. In particular, the operational safety and performance of in-water inspection missions can be greatly improved by using an underwater robotic vehicle. The capabilities of hovering maneuvers and automatic image mosaicking are essential for autonomous underwater visual inspection. This paper presents the development of a hover-capable autonomous underwater vehicle system for autonomous in-water inspection, which includes both a hardware platform and operational software algorithms. Some results from an experiment in a model basin are presented to demonstrate the feasibility of the developed system and algorithms.